Argentina's IGJ Clarifies the Declarative Nature of Corporate Officer Registration and Introduces Sworn Bonds for Directors

Argentina's Inspección General de Justicia (IGJ) published General Resolution 1/2026 in the Official Gazette yesterday, addressing two recurring practical issues in corporate operations: the legal nature of officer registration and the guarantee regime for directors and managers.

Officer Registration: Declarative, Not Constitutive

The first chapter of the resolution takes a clear position on an issue that, although settled in doctrine and case law, continued to create friction in registry practice. The IGJ establishes that the registration of the appointment or removal of directors, legal representatives, and corporate officers under Article 60 of the General Companies Law (LGS) is declarative in nature. It is not constitutive. Acts take legal effect from the date of the valid corporate act that ordered them (the shareholders' meeting or board minutes, as applicable), not from the moment of registration with the Public Registry.

The practical consequences are direct. Lack of registration does not deprive of validity or effectiveness the acts performed by validly appointed directors, nor does it prevent the exercise of the functions of the office. Third parties who have certain knowledge of the appointment (direct or indirect) cannot invoke the lack of registration to deny the representative's standing. This is a concrete application of the good faith principle: whoever knows who was appointed cannot hide behind registry delays.

The resolution also makes explicit what Article 257, second paragraph, of the LGS provides: directors and managers remain in their positions until effectively replaced, even when the term of their appointment has expired. This continuity does not make them de facto officers; it is a legal continuity designed to prevent the administration body from becoming headless. Until successors take office, the company cannot invoke the expiration of the mandate against good faith third parties to deny the representation of those who continue in office.

None of this exempts from the legal duty to register. The obligation remains, and its non-compliance may generate liability for directors. What the IGJ clarifies is that registration is a legal burden whose non-compliance cannot be used to invalidate validly executed acts or to alter the liability regime of the LGS.

Director Guarantees: Sworn Bonds Now Admitted

The second chapter amends Article 70 of Annex A of IGJ General Resolution 15/2024, which regulates the guarantee that directors of corporations (SA) and managers of limited liability companies (SRL) must provide under Articles 256 and 157 of the LGS. The previous regime admitted cash deposits, government bonds, surety insurance, and third-party guarantees, but did not expressly include sworn bonds.

The new wording adds the sworn bond (caución juratoria) as a valid modality. This means the director can comply with the Article 256 guarantee through a solemn declaration under oath of submission to the legal liability regime, without the need to make a deposit, hire insurance, or obtain a third-party guarantee. The cost, form, and conditions of the guarantee are left to the agreement between the company and the director, in exercise of party autonomy.

For registry purposes, the simplification is significant. To register the appointment, it will suffice for the pre-qualification opinion to include the sworn statement regarding the constitution of the guarantee in the form provided by the bylaws. Supporting documentation for the guarantee will not be required at the time of registration. Alternate directors will only be required to provide a guarantee from the moment they effectively assume the position, and directors representing the State (national, provincial, or municipal) are exempt.

Practical Takeaway

For companies with pending officer registrations due to registry processing delays, the resolution confirms that acts performed by validly appointed directors are valid and enforceable, reducing the risk of challenges to transactions already completed. For new registrations, the admission of sworn bonds eliminates a cost and administrative barrier that, in practice, delayed proceedings due to the need to hire surety insurance or freeze funds. For SRLs and SAs in formation or early stages, where resources are limited, the simplification has a direct impact on incorporation timelines and costs.

This note is for informational purposes only and does not constitute legal advice. For a specific analysis, please contact our team at contact@jfcattorneys.com.